Author’s Note: So it’s been a while…I have to stop leaving you guys on cliffhangers with these chapters. I rewrote this chapter several times and it proved to be a real pain in the ass for about seven months. Then I wrote the current version in a week. Sometimes writing is like that. This is a shorter chapter with very little “story” and a lot of fanservice. Don’t worry, there will be meatier chapters coming down the pipe, but this one needed to be quick and intense. I hope you enjoy.

A special thank you to Pixel_Panda for editing the chapter for me. It really helped!

Chaos. Absolute chaos.

Megan and her lackeys overturned their buckets. A horrible, wriggling darkness swept across the floor like a living oil slick. Within the spreading wave of black, individual bodies twisted and turned as they oriented themselves towards potential hosts.

Slender worms like faceless snakes. Fat, turgid worms as thick as overripe cucumbers. Slow worms and fast worms. Dozens of worms. Hundreds, perhaps. All of them driven by a single goal — to infest.

Megan and her sisters blocked the exit and the parasitic wave closed in. There could be only one outcome.

Wendy Terrence, acting captain of the hornettes, watched what happened next with a growing sense of unreality.

Megan’s followers transformed into snarling monsters. It was like something out of a zombie movie mixed with a porno. The blonde from last week’s awkward lunch session was the first to attack. She sprinted forward and took out an awkward little freshie named Millie Fairbanks by the knees.

Millie was a strange duck. She had a cloud of frilly red hair, oversized glasses, and slight buck teeth. She liked playing Dungeons and Dragons with some of the nerdiest boys on campus. Truth be told, Wendy had no idea why the girl tried to be a cheerleader and often tried to avoid her. She was fucking weird — but she was still Wendy’s teammate and what happened to her was horrifying.

The blonde grabbed Millie’s shorts and yanked them down, exposing the girl’s pussy. A moment later, one of the approaching worms zeroed in.

Schlick! The bulbous head of the black parasite shoved itself deep into the poor girl’s folds, causing the girl to screech in pain. Her hips bucked involuntarily and her entire body shivered. Her hymen tore, causing little drops of slime-mingled blood to fall to the beige tiles below.

“Eek! Get it out! It hurts!” Millie sobbed.

The blonde didn’t care. She held the twitching, panicking cheerleader in place as the invasion commenced. It happened quickly, too. In a matter of seconds, the worm’s thick, slimy body had forced its entire bulk into the freshman. Wendy watched as the last bit of tail flicked and then disappeared entirely.

Millie was not the only hornet under attack. Megan’s followers sprinted into the crowd of cheerleaders, tackling, punching, and shoving. They were strong and fast and the hornettes did not know what hit them.

Wendy couldn’t believe what she was seeing. She watched as an amazonian beast of a woman clapped two of her teammates’ skulls together. The skinnier of the two girls, Jessica Chen, fell to the floor unconscious just as the worm swarm reached her. A particularly bulky worm slithered up Jessica’s twig of a leg and disappeared under the leg of her shorts. A few seconds later, the girl’s body involuntarily convulsed as the parasite hit its target.

The other girl was named Kylie Alvarez. She was a rather full-figured girl with thick thighs and lush curves. The blow failed to knock her out completely, but it did daze her. Wendy watched her teammates stagger, cradling her injured head. The amazon took benefit of this opportunity and grabbed hold of the girl, ripping her clothes off.

The naked amazon let out a deep, horny moan as her toned belly bulged outwards. A moment later, something began to emerge from her pussy. The labia stretched wide as a thick, slimy appendage erupted outwards. The member looked like a cross between a man’s penis and one of the worms. It was thick and dark, with striations of glowing red. The slimy appendage then bent itself into a menacing s-shaped pose like a snake preparing to strike its prey. When Kylie Alvarez saw what was waiting for her, she began to scream.

“No!” Chloe Montrose screamed.

The twig of a girl dashed at the towering woman-beast in a desperate bid to help her teammate. Wendy couldn’t believe what she was seeing. It was a true David versus Goliath struggle.

Chloe jumped on the amazon’s back and began punching and scratching at her. The woman-beast roared and stumbled backwards, dropping Kylie in the process. The panicking cheerleader fell to the floor and was overrun by worms a moment later.

I’m the acting captain, what am I doing standing here? Wendy wondered.

The amazon grabbed Chloe with an iron grip and began to wrench the girl off her back. This filled Wendy with equal parts rage and terror. Chloe was her freshman. The slender little dancer was no match for the muscle woman and would soon be overwhelmed. Wendy was not gonna let that happen.

“Get away from her, you bitch!” Wendy ran at the woman with fists raised.

The captain landed a single punch on the dense musculature of the woman’s arm. It was like punching a brick wall. Wendy recoiled as her knuckles jammed.

The woman spared Wendy one furious glance before delivering a bone crushing kick to the cheerleading captain’s ankle. Pain rocketed up Wendy’s leg as she stumbled backwards and fell to the floor. The back of her head slammed into the tiles and everything went blank for several seconds.

Wendy awoke to the sounds of screams and moans. Absolute mayhem had broken out in the locker room. The swarm of worms moved quickly. Individual parasites leaped at screaming, half-naked cheerleaders. Girls fell to the floor only to be covered in worms.

A shadow loomed over Wendy. Weight settled on her chest. Looking up, the cheerleading captain saw Megan Jensen staring down at her with a wicked smile. The color of the girl’s eyes was an unnatural shade of green.

“Wakey, wakey, sleepyhead!”

Wendy tried to fight the girl off, but the second she began to squirm, the pain in her ankle stopped her in her tracks. She was hurt badly.

“Get off of me!”

“Where would the fun be in that?”

A soft, familiar voice whimpered, causing Wendy to turn. To the cheerleader’s horror, she saw Chloe Montrose pinned to the ground by the amazon, who was in the process of tearing through the girl’s clothes.

“No, stop!”

The amazon ignored Chloe and proceeded to rip her shirt down the middle. Then the woman-beast grabbed Chloe’s dainty bra and tore it in two, revealing the freshman’s perky breasts.

The amazon let out a deep, satisfied groan as she inspected her prey. Her entire body bulged with muscle as if she were a female bodybuilder. Glowing green veins snaked their methods across the woman’s pale flesh, pulsing with her heartbeat.

“Damn, Felicia. I think you’ve grown!” Megan said.

“I keep changing,” Felicia answered. “And this thing is getting stronger.”

The amazon gently stroked the monstrous prehensile appendage between her legs like it was a cock.

“Hmm, I wonder how these changes will affect your victims. I suppose there’s only one way to find out!”

The amazon grinned and gazed hungrily at Chloe.

“You got in the way of my fun just when things were getting interesting. I think you need to be punished.”

“No! Please no! Oh God no!” Chloe begged.

“Oh God yes!”

Felicia brought the head of her monstrous organ up to Chloe’s pussy. Wendy knew that Chloe was a virgin. They had talked about relationships and boys and other girl stuff. It wasn’t fair. This would be Chloe’s first time, pinned to a locker room floor by a mutant monstrosity.

“Take me instead!” Wendy cried out.

The amazon seemed to weigh Wendy’s offer, but Megan cut her off.

“She’s mine, Felicia. I have something special planned for her.”

The amazon shrugged and turned her attention back to poor Chloe. She positioned the head of her beast at the girl’s entrance and prepared to push.

“No! I’ll do anything, just not…AHHHHHHHHHHHH!”

With a savage thrust, the amazon jammed her entire length into Chloe’s virgin pussy. A keening howl erupted from Chloe’s lips as her maidenhood ripped aside and amazon filled her completely.

For a few seconds, the muscle-bound woman lay on top of Chloe, breathing heavily as she processed the inhuman pleasure of her lecherous deed.

“Holy shit, you’re so fucking tight!” Felicia groaned. “You’re a virgin! A fucking virgin! Oh God, yes!”

“Please stop, it hurts,” Chloe whimpered, all of the fight knocked out of her.

The amazon gently kissed the freshman on the cheek and stroked her hair.

“Don’t worry, you’ll thank me for this later.”

With that, the amazon withdrew her throbbing length up to the tip before jamming it all back in. Chloe’s entire body rocked against the tile floor, her tiny breasts jiggling. Before long, the amazon picked up her pace, thrusting in and out in a breeding rut. Tears leaked from Chloe’s big blue eyes as she sobbed in pain and humiliation.

Meanwhile, the green glow etched across Felicia’s body intensified. Wendy swore the woman was getting bigger right in front of her. Every muscle flexed and bulged as veins stood out on pale flesh.

“Oh fuck, how did I ever live without this?” The amazon growled.

Wendy shut her eyes and tried to ignore the sounds of Chloe’s violation.

“Just do whatever you’re going to do to me,” she said to Megan.

“Not yet. You were a bitch to me, so I want to make you suffer. We’re going to sit here and you’re going to watch as your precious team falls one-by-one.”

The worms reached the showers, where naked girls were still rinsing off, unaware of the approaching danger. Jackie Yang stepped out of her shower just in time to notice the oncoming chaos.

“Mira, get out of the shower!”

Mira Jeffords emerged soaking wet, her dark hair plastered in suds, “What?! What’s happening?”

The two girls watched as their teammates were tackled and shoved. The cacophony of screaming voices filled their ears. They stood frozen in a state of utter shock.

Suddenly, Mira felt something hot and slimy on her ankle. Looking down, she saw a thick black snake or worm or something. Its body glistened with green slime. As soon as Mira saw it, she began to scream.

“What the fuck is that thing?”

Mira scratched and tore at the worm as it climbed up her ebony leg, but her wet fingers slid right off. Whatever the creature was, it moved quickly, rapidly sliding up the girl’s calf.

Jackie rushed in to help, managing to grab the worm and pry it off of her friend’s leg. This did not bother the parasite in the slightest, as it immediately retrained its sights on Jackie instead. The creature coiled up the girl’s arm, forcing her to grip it tightly.

“Holy fuck, this thing is really strong!”

Jackie stumbled and slipped, landing on her butt. It took all her effort just to keep the worm at bay.

Meanwhile, Mira was back in trouble. A second worm coiled around the girl’s leg, this one moving even faster than the first. With Jackie preoccupied, Mira was left helpless. The worm slithered up her thigh, making for her crotch.

“No! Fuck no! Not there!”

Mira firmly clamped her hands down over her vagina just in time to stop the worm from making a pass at her. The bulbous head of the creature thudded hard against her fingers, trying its best to pry them aside and invade her body.

“Jackie, don’t let it go near your crotch!”

“I wasn’t planning on it! Ugh, this thing is wearing me out.”

In a last ditch effort to defeat her squirming opponent, Jackie seized the worm with both hands and squeezed its bulging head. Maybe if she crushed it hard enough, it would die, or at least give up.

The worm’s head swelled up like a balloon under the crushing force of Jackie’s grip. Soft green light bathed the girl’s face and chest as the fleshy tip filled with glowing green slime. Then the worm popped like a balloon, splattering the naked cheerleader in gore.

“Yuck! What the hell?! This stuff is disgus..uh…uh..ohhhhh!”

Jackie began to moan as glowing worm juice began to absorb into her skin. The fluid seeped into the flesh of the girl’s perky little breasts, causing dark green veins to form under the pale surface.

“Oh God, it feels so weird! Help! Someone help! Oh fuck, fuck, fuhhhhhhhhhhhhhhh!”

Jackie Yang’s tiny little breasts started to swell outwards under the influence of the worm viscera. The dime sized areola engorged, becoming many times their original size as the nipples grew as thick as the tip of Jackie’s pinky finger. The girl groped violently at her chest, first to wipe off the slime, and then to satisfy a growing primal urge.

“Jackie!” Mira cried, finding herself caught between helping her friend and protecting herself.

“It burns, Mira! It burns so bad! My boobs, oh fuck, my boobs!”

Mira swore Jackie’s breasts were getting bigger right before her eyes. The tiny little lumps seemed to inflate like filling water balloons.

Suddenly, Mira felt something that made her blood run cold. The worm stopped tapping at her fingers and instead slithered between her legs. A moment later, Mira felt her plump butt cheeks part. Apparently, one hole was just as good as another.

Mira’s asshole stretched painfully as it encompassed the invading worm. The cheerleader screamed and fell to her knees while the worm’s tail flicked wildly through the air. Inch after slimy inch of the wicked beast disappeared between Mira Jeffords tight chocolate cheeks.

Just when things seemed like they could not get any worse, a third worm appeared. It slithered in between Mira’s thick thighs and shot upwards, embedding itself in her pussy. By now, all rational wondered had left the girl. She screamed and babbled, twitched and slid as the pair of worms double stuffed her.

“Jackie, help me!” Mira sobbed.

Jackie Yang didn’t even notice. She was leaning against the tile wall, her vacant eyes focused on some point a thousand miles away. She furiously fondled breasts that were now much bigger than the half-handful they used to be. Ugly green veins spread across the girl’s chest and up her neck. The worst part, however, was the smile etched across her face. It was a look of lustful madness. When another worm came slithering by, Jackie gladly welcomed it into her body.

Jackie and Mira were not the only hornettes that had fallen prey to the worms. Everywhere, worms were leaping through the air, wrapping around toned ankles and slithering up plump thighs. There were screams as labias stretched around bulging phallic heads. Sensual moans as the slime took effect and the girl’s bodies began to betray them, allowing the parasites easier access.

Nearly a dozen of the cheerleaders were already hopeless. They lay twitching on the floor, staring up at the ceiling with glassy, vacant eyes as mutagens pumped through their veins.

Not all of the girls fell prey to the worms on the floor. Others were pinned to the ground by Megan’s followers, who deliriously humped them. Wendy watched as the blonde who attacked Millie (Wendy was pretty sure the girl’s name was Ellie) pinned a junior named Sarah Jacobs to the floor. Sarah was screaming bloody murder, her cute bob of black hair bouncing up and down as she struggled to get away. Ellie seemed to revel in the girl’s terror. The blonde’s eyes burned with evil light as she ripped off Sarah’s panties and mashed crotches with the girl.

“Stop it! Not there! Not there!” Sarah sobbed.

“Shut up, the fun hasn’t even started yet!” Ellie threw her head back and let out a reverberant sigh.

From the blonde’s pussy emerged a throbbing black shape. Wendy watched in horror as a worm identical to those on the floor emerged from the girl’s crotch. The parasite swayed back and forth for a few seconds, making it seem like Ellie had a cock. Then the worm pounced, jamming itself into Sarah’s vagina. For several stomach-turning seconds, the two girls were connected by that slimy double ended dildo of flesh. Sarah twitched and let out tiny little whimpers as the mechanism of her corruption was forced into her body.

Ellie let out a joyous sob as the last few inches of worm slithered out of her body. A moment later, Sarah erupted in anguish as the last bits of worm slipped between her stretched pussy.

Wendy couldn’t believe what she just saw. That thing had crawled out of the blonde and into Sarah. It raised so many questions. Something was horribly wrong with Megan and her friends and now that affliction was spreading to Wendy’s teammates left and right.

A bright little moan snatched Wendy’s attention. She turned in the direction of the noise and immediately regretted it. The sound had come from Chloe Montrose’s lips. The amazon, glowing brighter and bulging bigger than ever, now fucked Wendy’s adopted freshman at a furious pace. Chloe’s skinny little legs were wrapped firmly around her violator’s back and her delicate fingers dug into the woman-beast’s muscular back.

“Muh-muh-more! I want more!!!!!” Chloe giggled.

What happened to her? She can not seriously want this?

“What are these things?” Wendy cried. “What are they doing to my teammates?”

“Don’t worry, you’ll understand soon enough.”

The girls who had still been showering or changing were now infested. With their bodies exposed, they had been easy pickings for the worms. Now they lay on the floor, twitching and moaning quietly as the worms reshaped their insides.

The survivors were all girls wearing full clothing. Most of them also had shoes, which gave them an benefit in fighting back. They were spread out in the shower area, standing among their fallen comrades, kicking and stomping at anything that wiggled. Casey took the lead, barking orders and shashing worms with equal fervor.

“Keep stomping until there are none left!” she cried.

A mounting number and splattered worm corpses littered the floor around the girls’ feet. For a moment, Wendy had a little hope. With the grip Megan had on her, it was unlikely she would make it out unscathed, but maybe the others could.

“Hannah, you have one behind you!” Casey cried.

Hannah Carmichael, a heavyset, pimply freshman with messy dirty blonde hair, turned and managed to take out the attacking parasite coming at her six. The worm splattered into a pile of glowing green goo under the weight of Hannah’s foot.

Before this nightmare, Hannah had been a drag on the team, as far as Wendy was concerned. She was only good for lifts, and even then she struggled. Had Wendy been the one making decisions instead of Nina, Hannah would have been cut. She had been deadweight for the team, literally and figuratively. Now Hannah was one of the last hornettes left, fighting like mad to save herself.

Wendy felt a deep pang of guilt. She wasn’t the nicest teammate. She judged so easily.

“Do whatever you want with me, but let them go, Megan.”

“How noble of you! Unfortunately, you are in no position to bargain. With that sprained ankle, you are going nowhere.”

Wendy tried to struggle out of Megan’s grip and felt a sharp jolt in her ankle. The girl was right, Wendy wasn’t going anywhere.

“Come on girls, fight!” Casey screamed. “We can make it out of this, we just need to fight!”

The full-figured blonde’s eyes blazed with intense battle rage. Until now, Wendy had only ever seen Casey as a walking snark machine. Who knew this warrior was hiding under the surface? Wendy beamed with pride. Her teammates were incredible and all the time full of surprises.

Casey and the other survivors had already taken out over a dozen worms. Megan’s friends were all occupied. If they could hold on a little longer, they could make a break for it. There was some hope, at least.